Lincoln 8K 10-19-06
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
October
18, 2006
Date
of
Report (Date of earliest event reported)
Lincoln
National Corporation
(Exact
name of registrant as specified in its charter)
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Indiana
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1-6028
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35-1140070
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1500
Market Street, West Tower, Suite 3900, Philadelphia, Pennsylvania
19102-2112
(Address
of principal executive offices) (Zip Code)
(215)
448-1400
(Registrant’s
telephone number)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.04 - Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
On
October 19, 2006, Lincoln National Corporation (“LNC”) called for redemption on
November 19, 2006 of all of its outstanding 7.65% Junior Subordinated Deferrable
Interest Debentures, Series E due 2050 (the “Junior Subordinated Debentures”),
which are held by Lincoln National Capital V. As a result, all of the
outstanding 7.65% Trust Preferred Securities, Series E and 7.65% Common
Securities of Lincoln National Capital V will be redeemed on November 19, 2006.
The redemption price for the Trust Preferred Securities, Series E will be $25.00
per security, for a total principal amount of $172,500,000 million, plus any
accrued distributions through the redemption date.
The
aggregate principal amount of the Junior Subordinated Debentures to be redeemed
is $177, 836,000 million, plus accrued interest thereon through the redemption
date. The Junior Subordinated Debentures were originally issued on November
19,
2001 and, in accordance with their terms, are subject to optional redemption
by
LNC on or after November 19, 2006. Pursuant to the terms of its Amended and
Restated Trust Agreement, Lincoln National Capital V is required to use the
proceeds it receives from the redemption of the Junior Subordinated Debentures
to redeem its Trust Preferred Securities, Series E and 7.65% Common Securities
on the same day.
As
a result of these transactions, LNC will incur a non-cash charge of
approximately $3.6 million, net of taxes, in the fourth quarter of 2006. The
non-cash charge reflects the acceleration of costs unamortized issuance costs.
For
additional information, please see the press release announcing the redemption
attached as Exhibit 99.1 hereto.
Item
8.01. Other Events.
As
announced, on August 11, 2006, Lincoln National Corporation (“LNC” or “we”)
entered into an agreement with Lehman Brothers Finance S.A. (“Lehman Brothers”)
to purchase approximately 5.5 million shares of our common stock for an
aggregate initial purchase price of $350 million under an accelerated stock
buyback program. Under the Confirmation dated August 11, 2006, which contains
the principal terms and provisions governing the program between LNC and Lehman
Brothers, LNC could receive from, or could be required to pay, Lehman Brothers
a
price adjustment based on the volume weighted average share price (“VWAP”) of
LNC’s common stock during the term of the program. Under the Confirmation, the
default method to settle the price adjustment was in shares of common stock.
The
program terminated on October 18, 2006, and Lehman Brothers will deliver to
us approximately 181 thousand shares of our common stock in final
settlement of the program. These shares will be retired and recorded as a
reduction in shareholders’ equity on LNC’s Consolidated Balance Sheet.
In
the
ordinary course of their business, Lehman Brothers and its affiliates have
engaged, and may in the future engage, in financial advisory and/or investment
banking transactions with LNC and its affiliates. They have received and will
receive customary fees and commissions for these transactions.
Item
9.01 - Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Lincoln
National Corporation
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By:
/s/
Frederick J. Crawford
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Frederick
J. Crawford
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Senior
Vice President and
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Chief
Financial Officer
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Date:
October 19, 2006
Exhibit
Index